UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

~~SECURITIES~~CURRENT ~~AND~~REPORT ~~EXCHANGE~~Pursuant ~~COMMISSION~~to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 2026 GARTNER, INC. (Exact name of registrant as specified in its charter)

Washington, DC 20549

DELAWARE

1-14443

04-3099750

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

~~FORM~~P.O. ~~8-K~~Box 10212

~~CURRENT~~56 ~~REPORT~~Top Gallant Road

Stamford, CT 06902-7747

~~Pursuant~~(Address toof ~~Section~~Principal 13Executive orOffices, ~~15(d~~including Zip Code)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2025

GARTNER, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		1-14443		04-3099750
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 10212 56 Top Gallant Road Stamford, CT 06902 7747 (Address of Principal Executive Offices, including Zip Code)

(203) 964-0096

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~name~~CFR or230.425) ~~former~~☐ ~~address,~~Soliciting ifmaterial ~~changed~~pursuant ~~since~~to ~~last~~Rule ~~report~~14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0005 par value per share	IT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).: Emerging Growth Company ☐

~~Emerging~~If ~~Growth~~an ~~Company~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

IfItem an5.02. ~~emerging~~Departure ~~growth~~of ~~company,~~Directors ~~indicate~~or byCertain ~~check~~Officers; ~~mark~~Election ifof ~~the~~Directors; ~~registrant~~Appointment ~~has~~of ~~elected~~Certain ~~not~~Officers; toCompensatory ~~use~~Arrangements ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of ~~the~~Certain ~~Exchange Act~~Officers. ☐

~~Item~~On 1January 29, 2026, the Board of Directors (the “Board”) of Gartner, Inc.01 ~~Entry~~(the ~~into~~“Company”) aappointed ~~Material~~Daniela ~~Definitive~~Rus ~~Agreement~~and Edward Bousa to the Board, effective immediately. With the additions of Professor Rus and Mr. Bousa, the Board expands to 13 directors, 12 of whom are independent. In connection with their appointments, the Board also appointed Professor Rus to the Governance Committee and Mr. Bousa to the Audit Committee.

~~The~~Professor ~~information~~Rus, ~~set~~age ~~forth~~62, has more than three decades of experience in ~~Item~~senior 8academic and research leadership in the fields of computer science, robotics, machine learning, and artificial intelligence.01 ~~below~~She ishas ~~incorporated~~served byas ~~reference~~a ~~into~~professor ~~this~~at ~~Item~~the 1Massachusetts Institute of Technology (“MIT”) since 2004, where she currently holds several positions, including MIT Panasonic Professor of Electrical Engineering and Computer Science since 2025, and Director of the Computer Science and Artificial Intelligence Laboratory ("CSAIL") since 2012.01 From 2019 to 2022, she served as Deputy Dean of Research for the Schwarzman College of Computing at MIT. Prior to joining MIT, she was a professor in the Computer Science Department at Dartmouth College from 1994 to 2004.

~~Item~~Professor ~~2.03~~Rus ~~Creation~~has served as a member of the board of directors of Symbotic Inc., a ~~Direct~~public ~~Financial~~technology ~~Obligation~~company oroffering anrobotics ~~Obligation~~and ~~under~~software ansolutions ~~Off-Balance~~for ~~Sheet~~warehouse ~~Arrangement~~automation, ofsince March 2023, and is a ~~Registrant~~member of Symbotic’s Compensation Committee.

~~The~~Mr. ~~information~~Bousa, ~~set~~age ~~forth~~67, has more than three decades of experience in ~~Item~~senior 8leadership roles in the mutual fund industry as an investment professional.01 ~~below~~Mr. isBousa ~~incorporated~~was bymost ~~reference~~recently ~~into~~Partner and Team Leader of Quality Value Equity Investment Strategies at Wellington Management Company LLC, a leading global investment management firm, from 2005 until his retirement in June 2020, after initially joining the firm in 2000. In this ~~Item~~role, 2he led a global investment team as the team’s equity assets under management grew from $20 billion in 2003 to $90 billion prior to his retirement.03 Prior to Wellington Management, Mr. Bousa served as a vice president and portfolio manager at Putnam Investments, LLC from 1992 to 2000, and as an equity research analyst and portfolio manager at Fidelity Investments, Inc. from 1983 to 1992. Mr. Bousa began his career as a commodity merchant at Louis Dreyfus Corporation from 1980 to 1982.

~~Item 8~~Mr.01 Bousa has served as a director of Omnicell, Inc., ~~Other~~a ~~Events~~leading provider of an integrated suite of clinical infrastructure and workflow automation since July 2021. He has also served as a director of Corebridge Financial, Inc., one of the largest providers of retirement solutions and insurance products in the United States since August 2024, and is a member of its Audit and Compensation Committees. He previously served as a director of Azenta, Inc., a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry, from January 2024 until January 2025, and was a member of its Audit and Environmental, Social and Governance Committees.

OnAs ~~November 20~~directors, ~~2025,~~Professor ~~Gartner,~~Rus ~~Inc~~and Mr. ~~(“Gartner”)~~Bousa ~~completed~~will ~~the~~each ~~public~~receive ~~offering~~the ~~and~~same ~~issuance~~compensation ofas ~~$350,000,000~~the ~~aggregate~~Company’s ~~principal~~other ~~amount~~non-employee ofdirectors, ~~its~~prorated ~~4.950%~~based ~~Senior~~on ~~Notes~~date ~~due~~of ~~2031~~appointment. ~~(the~~The ~~“2031~~compensation ~~Notes”)~~program ~~and~~is ~~$450,000,000~~described ~~aggregate~~in ~~principal~~the ~~amount~~Company’s ofdefinitive ~~its~~proxy ~~5.600%~~statement ~~Senior~~on ~~Notes~~Schedule ~~due~~14A, ~~2035~~filed (with the ~~“2035~~Securities ~~Notes”~~ and, ~~together~~Exchange ~~with~~Commission ~~the~~on ~~2031~~April ~~Notes~~15, ~~the “Notes”)~~2025.

The Notes were sold pursuant to an Underwriting Agreement, dated November 13, 2025 (the “Underwriting Agreement”), between Gartner and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and TD Securities (USA) LLC, as representatives of the underwriters named therein. The Notes were offered and sold pursuant to Gartner’s automatic shelf registration statement on Form S-3 (File No. 333-291447) and the prospectus included therein, filed with the Securities and Exchange Commission on November 12, 2025, and supplemented by the prospectus supplement dated November 13, 2025.

The 2031 Notes were issued under the Indenture, dated as of November 20, 2025 (the “Base Indenture”), between Gartner and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 20, 2025 (the “First Supplemental Indenture”), between Gartner and the Trustee. The 2035 Notes were issued under the Base Indenture, as supplemented by the Second Supplemental Indenture, dated as of November 20, 2025 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Supplemental Indentures” and the Supplemental Indentures, together with the Base Indenture, the “Indenture”), between Gartner and the Trustee.

The Notes are senior unsecured obligations of Gartner. The 2031 Notes will bear interest at a fixed rate of 4.950% per year, payable semi-annually in arrears on March 20 and September 20 of each year until their maturity on March 20, 2031. The 2035 Notes will bear interest at a fixed rate of 5.600% per year, payable semiannually in arrears on May 20 and November 20 of each year until their maturity on November 20, 2035. The Notes may be redeemed at Gartner’s option under certain circumstances, as described in the Indenture. The Indenture contains covenants that limit, among other things, Gartner’s ability to create liens, engage in sale and leaseback transactions and merge or consolidate with other entities, subject to a number of exceptions and qualifications. The Indenture also provides for events of default applicable to each series of Notes which, if any of them occur, would permit or require the principal and premium or interest, if any, on all of the then outstanding Notes of such series to be due and payable.

Gartner received approximately $794.8 million in net proceeds, after deducting underwriting discounts but before offering expenses, from the sale of the Notes. Gartner intends to use a portion of the net proceeds from the offering of the notes to repay borrowings under its revolving credit facility and to pay related fees and expenses, with remaining amounts to be used for general corporate purposes, which may include, without limitation, potential repurchases of its common stock.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain limitations contained in the Underwriting Agreement.

The foregoing description of the Underwriting Agreement, the Base Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture and the Supplemental Indentures (including the forms of the Notes), which are filed and incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3, hereto, respectively.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber	Description
Exhibit Number		Description
1.1	Underwriting Agreement, dated as November 13, 2025, between Gartner, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and TD Securities (USA) LLC, as representatives of the several Underwriters named therein.
99.1		Press Release dated January 29, 2026.
4.1	Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee.
104		Cover Page for Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).
4.2	First Supplemental Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.3	Second Supplemental Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.4	Form of 4.950% Senior Notes due 2031 (included in Exhibit 4.2)
4.5	Form of 5.600% Senior Notes due 2035 (included in Exhibit 4.3)
5.1	Opinion of Sullivan & Cromwell LLP
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104	Cover Page for Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gartner, Inc.	~~Gartner, Inc.~~
Date: November 20, 2025		By:	/s/ Craig W. Safian
Date: January 29, 2026	By:		/s/ Craig W. Safian
			Craig W. Safian Executive Vice President and Chief Financial Officer
			Craig W. SafianExecutive Vice President and Chief Financial Officer

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